U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                         Commission File Number 0-27645

(Check One):
[ ] Form 10-K and Form 10-KSB [ ] Form 11-K
[ ] Form 20-F [X] Form 10-Q and Form 10-QSB [ ] Form N-SAR

         For Period Ended: March 31, 2001

[ ]  Transition Report on Form 10-K and Form 10-KSB
[ ]  Transition Report on Form 20-F
[ ]  Transition Report on Form 11-K
[ ]  Transition Report on Form 10-Q and Form 10-QSB
[ ]  Transition Report on Form N-SAR

     For the Transition Period Ended:

     Read Attached  Instruction  Sheet Before  Preparing  Form.  Please Print or
Type.

     Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

     If the  notification  relates  to a portion of the  filing  checked  above,
identify the item(s) to which the notification relates: ________________________








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                                     PART I
                             REGISTRANT INFORMATION

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Full Name of Registrant:                             Planet411.com Inc.

Former Name if Applicable:

Address of Principal Executive:             440 Rene Levesque West, Suite 401
City, State and Zip Code                    Montreal, Quebec Canada H2Z 1V7

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                                     PART II
                             RULE 12b-25(b) AND (c)

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     If the subject  report could not be filed  without  unreasonable  effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed. (Check box if appropriate)

          (a)  The reasons  described in  reasonable  detail in Part III of this
               form  could  not be  eliminated  without  unreasonable  effort or
               expense;

          (b)  The subject annual report,  semi-annual report, transition report
               on Form  10-K,  10-KSB,  20-F,  11-K or Form  N-SAR,  or  portion
               thereof  will  be  filed  on or  before  the  15th  calendar  day
               following  the  prescribed  due date;  or the  subject  quarterly
               report or  transition  report on Form  10-Q,  10-QSB,  or portion
               thereof will be filed

     [X]       on or before the fifth calendar day following the prescribed due
               date; and

          (c)  The  accountant's  statement  or other  exhibit  required by Rule
               12b-25(c) has been attached if applicable.


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                                    PART III
                                    NARRATIVE

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     State below in reasonable detail the reasons why Forms 10-K, 10-KSB,  11-K,
20-F, 10-Q, 10-QSB, N-SAR, or the transition report or portion thereof could not
be filed within the prescribed time period. (Attach extra sheets if needed.)

     Because of recent  reductions in staffing and the  registrant's  efforts in
raising capital to fund its new business and the expenses related thereto, which
will be discussed in the  registrant's  Form 10-Q,  the  registrant is unable to
complete the filing without undue effort or expense.





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                                     PART IV
                                OTHER INFORMATION

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(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
notification:

          Laval Bolduc                  (514)                    866-6405
              (Name)                 (Area Code)             (Telephone Number)

(2)  Have all other periodic  reports  required under Section 13 or 15(d) of the
Securities  Exchange Act of 1934 or Section 30 of the Investment  Company Act of
1940  during  the  preceding  12  months  or for such  shorter  period  that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).

                                [ X ] Yes [ ] No

(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?

                                [ ] Yes [ X ] No

     If so, attach an explanation of the anticipated  change,  both  narratively
and  quantitatively,  and, if  appropriate,  state the reasons why a  reasonable
estimate of the results cannot be made.

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                               Planet411.com Inc.
                  (Name of Registrant as specified in charter)

     has caused this  notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date:   May 14, 2001                         By       /s/ Laval Bolduc
                                                      --------------------------
                                                      Laval Bolduc
                                                      Chief Operating Officer,
                                                      Chief Financial Officer
                                                      and Treasurer